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EXHIBIT 10.8
OEM AGREEMENT (APCO 25)
This Agreement is effective the 2nd day of August, 1994 ("EFFECTIVE
DATE") between Motorola, Inc., a Corporation of the State of Delaware, U.S.A.,
(hereinafter "MOTOROLA"), by and through its Land Mobile Products Sector, having
a principal place of business at 0000 Xxxx Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx
00000, and Transcrypt International, a corporation having a principal place of
business at 0000 Xxxxx 00xx, Xxxxxxx, XX 00000 (hereinafter "Receiving Party").
RECITALS
WHEREAS, the Associated Public Safety Communication Officers, Inc. ("APCO"),
the National Association of State Telecommunications Directors ("NASTD") and
certain agencies of the Federal government have established the APCO Project 25
Steering Committee for the purpose of selecting various elements of a public
safety system advanced technology standard for interoperable digital public
safety radio communications; and
WHEREAS, MOTOROLA and Transcrypt have committed to support Project 25 and to be
active advocates therefor in APCO and Telecommunications Industry Association
("TIA") proceedings, as well as the marketplace; and
WHEREAS, MOTOROLA has designed and is manufacturing an APCO 25 compliant,
digital trunked two-way land mobile radio system known as ASTRO(R), and is in
rightful possession of certain proprietary rights in the valuable technology
related thereto; and
WHEREAS, Transcrypt is particularly qualified and otherwise particularly suited
to purchase certain ASTRO(R) Products from MOTOROLA for resale and MOTOROLA
desires to sell such products to Transcrypt, all upon the terms and subject to
the conditions set forth herein.
NOW, THEREFORE, MOTOROLA and Transcrypt agree as follows:
Section 1 - Purchase and Sale; Commitments.
1.1 Agreement of Purchase and Sale. MOTOROLA agrees to sell, subject to
MOTOROLA standard terms and conditions, and Transcrypt agrees to purchase
ASTRO(R) products, only as requested, as defined in Appendix A (hereinafter
PRODUCTS), in such quantities as Transcrypt may order from time to time.
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MOTOROLA agrees to offer TRANSCRYPT certain next generation technology
enhancements, such as RF sub-assemblies or chip sets are these technologies
become viable product offerings.
Transcrypt may specify to MOTOROLA functional features and cosmetic design
(including color and labeling) of such PRODUCTS, it being understood that such
changes from MOTOROLA's standard products will impact MOTOROLA's price and
delivery to Transcrypt.
Motorola and Transcrypt will cooperate on a marketing effort at the front end
of the program in the form of Motorola providing photo ready art for
literature, manuals, and marketing pieces, that Transcrypt may edit and
reproduce.
1.2 Purchase Price. Terms and conditions, including unit prices, validity
period, and delivery schedule for PRODUCTS are contained in Appendix B.
1.3 Limited Warranty.
(a) MOTOROLA's standard warranty applies, except that 30 days shall be
added to the warranty period for both labor and material to allow Transcrypt
added time to ship to their customers.
(b) In the event of a defect during the applicable warranty periods above,
Transcrypt shall have the option of providing the warranty labor service itself
or requesting that MOTOROLA provide such labor service in the manner described
above. In the event Transcrypt decides to provide the warranty labor service,
MOTOROLA agrees to provide replacement parts, free of charge, for the full
warranty period. MOTOROLA's repair or replacement of the product or part
thereof shall be the full extent of MOTOROLA's liability. Travel and
associated expenses of Transcrypt are not covered by these warranties.
1.4 Spare Parts for Products. Within sixty (60) days of a request in
writing, MOTOROLA shall provide Transcrypt with a list of spare module and
component parts (including part number, description and price) which MOTOROLA
will make available to Transcrypt for Transcrypt's servicing, repair and
maintenance of the Products.
1.5 Backward Compatibility. Transcrypt may sell PRODUCTS incorporating
MOTOROLA analog trunking, or MOTOROLA proprietary 12 kBs encryption only to
those customers who have purchased or are in the process of purchasing ASTRO(R)
or APCO 25 compliant digital Infrastructure.
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Section 2 Term of Agreement. This Agreement shall remain in effect for 10 years
from the EFFECTIVE DATE, unless both parties agree in writing to extend or
terminate this Agreement.
Section 3 Confidentiality.
3.1 "Confidential Information" is defined as any device, graphics, written
information or information in other tangible forms that is disclosed by either
party to the other, and that is marked at the time of disclosure as being
"Confidential" or "Proprietary". Information disclosed orally or visually and
identified at that time as Confidential shall also be considered as
"Confidential Information" if such orally or visually disclosed information is
reduced to tangible form, appropriately marked or identified as being
confidential by the disclosing party and delivered to the Transcrypt within
thirty calendar days of its oral or visual disclosure to the Transcrypt.
3.2 Unless otherwise expressly authorized by the disclosing party, the
Transcrypt agrees to retain the Confidential Information in confidence for the
"Confidential Period" defined below, during which period the Transcrypt shall
not disclose the received Confidential Information to any third party, and
shall not use the received Confidential Information for any purpose other than
as authorized in this Agreement. The "Confidential Period" shall mean 7 years
from the date of receipt of the Confidential Information or until such time as
the information no longer qualifies as Confidential Information pursuant to
paragraph 3.4.
3.3. Each party shall use its best efforts to limit dissemination of the
other's Confidential Information to such of its employees who have a need to
know in performance of this Agreement.
3.4 Notwithstanding any other provisions of this Agreement, each party
acknowledges that Confidential Information shall not include any information
which:
(a) Is or becomes publicly known through no wrongful act on the
Transcrypt's part; or
(b) Is, at the time of disclosure under this Agreement, already known to
the Transcrypt without restriction on disclosure; or
(c) Is, or subsequently becomes, rightfully and without breach of this
Agreement, in the Transcrypt's possession without any obligation restricting
disclosure; or
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(d) Is independently developed by the Transcrypt without breach of this
Agreement; or
(e) Is furnished to a third party by the disclosing party without a
similar restriction on the third party's rights; or
(f) Is explicitly approved for release by written authorization of the
disclosing party.
3.5. Upon termination of this Agreement, each party agrees to return to the
disclosing party the devices, graphics, writings and information in other
tangible forms containing any of the Confidential Information referred to in
paragraph 3.1 and any copies of Confidential Information.
3.6. No license, express or implied, in the "Confidential Information," is
granted to either party other than to use the information in the manner and to
the extent authorized by this Agreement. No indemnification for damages of any
kind, sustained by either party, by reason of the disclosing party's disclosure
or the Transcrypt's use of the Confidential Information is granted or implied.
No warranty of any kind is granted or implied to either party.
Section 4 Disclosure of Agreement. Neither part shall disclose the terms and
conditions of this Agreement to any third party without the written permission
and consent of the other party, except as otherwise required by law.
Section 5 General Provisions.
5.1 Transcrypt agrees not to export or re export, or cause to be exported,
any technical data (including any TECHNICAL INFORMATION) received hereunder, or
the direct product of such technical data, to any country to which, under the
laws of the United States, either party is or may be prohibited from exporting
its technology or the direct product thereof.
5.2 The applicable law governing any cause of action arising out of this
Agreement, or the performance by either party hereto, shall be governed by the
laws of the State of Illinois, U.S.A.
5.3 Nothing contained herein, or done in pursuance of this Agreement,
shall constitute the parties as entering upon a joint venture or shall
constitute either party hereto the agent for the other party for any purpose or
in any sense whatsoever.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date below written.
MOTOROLA, INC. Transcrypt
By: XXXXXX X. XXXXXX By: XXXX X. XXXXXXX
--------------------------- ---------------------------
Signature Signature
Name: Xxxxxx X. XxXxxx Name: Xxxx X. Xxxxxxx
--------------------------- ---------------------------
Vice President and
Title: General Manager, Title: President & COO
--------------------------- ---------------------------
North American Radio
Systems Division
Date: 7/28/94 Date: August 2, 1994
--------------------------- ---------------------------
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APPENDIX A
Astro(R) Product Available to Transcrypt
All Astro(R) products listed on the following Motorola R01 pricebook pages:
Astro(R)Digital Saber Portable Series Section 5.0, pages 35-35M
dated 12/15/93 (page 35J dated 5/1/94)
Astro(R)Digital Spectra Mobile Series Section 5.0, pages 36-36N dated 12/15/93
(page 36D dated 5/1/94; 36L dated
dated 2/1/94)
The following Astro(R) kits:
Astro(R) Digital Saber Portable kits NTN7749B - Vocon board
NLD8892B - VHF RF board
NLE4244C2 - UHF RF board
NUF6411B - 800 MHz RF board
Astro(R) Digital Spectra Mobile kits HLN6458B - Vocon board
HRN6014A - VHF RF board
HRN6020A - UHF RF board
HRN6019A - 800 MHz RF board
The following Astro(R) integrated circuits:
ADSIC - P/N 5105457W19
ABACUS - P/N 5105457W20
SLIC IV - P/N 5105457W06
FRAC-N - P/N 5105625U31
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APPENDIX B
Astro(R) Product Available to Transcrypt
Unit Prices
All Astro(R) products listed on the following Motorola R01 pricebook pages:
Astro(R) Digital Saber Portable Series Section 5.0, pages 35-35M dated
12/15/93 (page 35J dated 5/1/94)
Astro(R) Digital Spectra Mobile Series Section 5.0, pages 36-36N dated
12/15/93 (page 36D dated 5/1/94;
36L dated 2/1/94)
To be sold at the following discounts from the DNUP price on the above price
pages as dated based on the annual quantity purchased:
Annual Quantity Discount
25 minimum - 100 37.5%
000 - 000 00.0%
000 - 0000 39.5%
1000 - 1500 40.5%
1500 - 2000 41.5%
Greater than 2000 42.5%
The following Astro(R) kits:
Astro(R) Digital Saber Portable kits NTN7749B - Vocon board $655.00
NLD8892B - VHF RF board $302.28
NLE4244C2 - UHF RF board $318.00
NUF6411B - 800 MHz RF board $281.55
Astro(R) Digital Spectra Mobile kits HLN6458B - Vocon board $614.54
HRN6014A - VHF RF board $210.29
HRN6020A - UHF RF board $211.54
HRN6019A - 800 MHz RIF board $222.90
Five year price validity to be reviewed every 6 months. Price not to rise
greater than the wholesale price index. Will entertain learning curve price
reductions.
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The following Astro(R) integrated circuits:
ADSIC - P/N 5105457W19 $65.00
ABACUS - P/N 5105457W20 $38.00
SLIC IV - P/N 5105457W06 $31.00
FRAC-N - P/N 5105625U31 $17.00
Five year price validity to be reviewed every 6 months. Price not to rise
greater than the wholesale price index. Will entertain learning curve price
reductions.
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TERMS & CONDITIONS
1. DEFINITIONS. "Motorola" shall mean Motorola, Inc. and Motorola Communications
and Electronics, Inc.; "Customer" shall mean the Customer named herein; and
"Products" shall collectively mean the Equipment and Software referred to in the
Agreement.
2. AGREEMENT. The terms and conditions set forth on the front and reverse of
this form and in Motorola's Equipment Warranty and, if applicable, in Motorola's
Software License and Software Warranty furnished to Customer and incorporated
herein by reference constitute an offer to purchase by Customer which will
become a contract ("Sales Agreement" or "Agreement") when acknowledged and
accepted in writing by Motorola's Schaumburg, Illinois office, and the banking,
negotiation or other use of any payment shall not constitute an acceptance
hereof by Motorola. In the absence of written acceptance from Motorola,
commencement of shipment of Products by Motorola hereunder shall constitute an
acceptance of the terms and conditions described above. It is agreed that sales
hereunder are made only on the terms and conditions set forth in the Agreement.
Motorola shall not be bound by terms and conditions in Customer's purchase order
or elsewhere. Upon acceptance by Motorola Communications and Electronics, Inc.,
this Agreement is assigned to Motorola, Inc.
3. SHIPPING. Shipping and handling charges shall be paid by Customer. Customer
agrees to pay such amount quoted without regard to the actual charges applicable
at the time of shipment.
4. DELIVERY, TITLE AND SECURITY. Unless otherwise stated in the Agreement, all
deliveries are FOB Motorola's shipping facility(ies) and title and risk of loss
to Products sold shall pass to Customer at the FOB point. Shipping or delivery
dates are best estimates only. Motorola reserves the right to make deliveries in
installments and the Agreement shall be severable as to such installments.
Delivery, delay or default of any installment shall not relieve Customer of its
obligation to accept and pay for remaining deliveries. Claims for shipment
shortage shall be deemed waived unless presented to Motorola in writing within
forty-five (45) days of delivery of each shipment. Motorola shall retain and
Customer hereby grants Motorola a security interest and right of possession in
the Products until Customer makes full payment. Customer agrees to cooperate in
whatever manner necessary to assist Motorola in perfection of said security
interest upon request.
5. PAYMENT. The Customer shall make net payment to Motorola in accordance with
the terms stated in the Agreement at Motorola's offices at 0000 X. Xxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000, or at such other place as Motorola may
designate in writing. Payment shall be made in ten (10) days after the date of
invoice for each product, accessory, or other charge, unless stated otherwise
in the Agreement. Service charges at the maximum rate permitted by applicable
law may be invoiced on accounts more than thirty (30) days past due and shall
be due and payable upon receipt of invoice.
6. TAXES. Except for the amount, if any, of State and Local tax stated in the
Agreement, the prices set forth in the Agreement are exclusive of any amount for
Federal, State and/or Local excise, sales, use, property, retailer's occupation
or similar taxes. If any such excluded tax is determined to be applicable to
this transaction or Motorola is required to pay or bear the burden thereof, the
prices set forth herein shall be increased by the amount of such tax and any
interest or penalty thereon, and Customer shall pay to Motorola the full amount
of any such increase no later than ten (10) days after receipt of an invoice
therefor.
7. PATENT, COPYRIGHT AND TRADEMARKS.
A. INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits against
Customer based upon a claim that any Motorola manufactured Products furnished
hereunder directly infringe a U.S. patent or copyright and to pay costs and
damages finally awarded in any such suit, provided that Motorola is notified
promptly in writing of the suit and at Motorola's request and at its expense is
given control of said suit and all requested assistance for defense of same. If
the use or sale of any such Product(s) furnished hereunder is enjoined as a
result of such suit, Motorola, at its option and at no expense to Customer,
shall obtain for Customer the right to use or sell such Product(s) or shall
substitute an equivalent Product reasonably acceptable to Customer and extend
this indemnity thereto or shall accept the return of such Product(s) and
reimburse Customer the purchase price therefor, less a reasonable charge for
reasonable wear and tear. This indemnity does not extend to any suit based upon
any infringement or alleged infringement of any patent or copyright by the
combination of any such Product(s) furnished hereunder and other elements nor
does it extend to any such Product(s) of Customer's design or formula. The
foregoing states the entire liability of Motorola for patent or copyright
infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF
PATENTS OR COPYRIGHTS.
B. COPYRIGHTS AND MASK WORKS. Laws in the United States and other countries
preserve for Motorola certain exclusive rights, in the Motorola Software, mask
works and other works of authorship furnished hereunder, including without
limitation the exclusive rights to prepare works derived from same, reproduce
same in copies and distribute copies of same. Such Motorola Software, mask works
and other works of authorship may be used in and redistributed with only the
Equipment associated with same. No other use, including without limitation
reproduction, modification, or disassembly of such Motorola Software, mask works
or other works of authorship or exercise of exclusive rights in same is
permitted.
C. REVERSE ENGINEERING. Customer acknowledges Motorola's claim that the Motorola
Software and Equipment furnished hereunder contain valuable trade secrets of
Motorola and therefore agree that it will not translate, reverse engineer,
decompile or disassemble or make any other unauthorized use of such Motorola
Software and Equipment. Since unauthorized use of such Motorola Software and
Equipment will greatly diminish the value of such trade secrets and cause
irreparable harm to Motorola, Customer agrees that Motorola, in addition to any
other remedies it may have, shall be entitled to equitable relief to protect
such trade secrets, including without limitation temporary and permanent
injunctive relief without the proving of damage by Motorola.
D. LOGOS AND TRADEMARKS.
1) The Products shipped under the terms and conditions of this Agreement will
carry Motorola's logo or such other logo as expressly agreed to by Motorola.
2) In order that Motorola may protect and preserve its trademarks, trade names,
corporate slogans, corporate logo, goodwill and Product designations, Customer,
without the express written consent of Motorola, shall have no right to use any
such marks, names, slogans or designations of Motorola in the sale, lease or
advertising of any Products or on any Product, Product container, component
part, business forms, sales, advertising and promotional materials or other
business supplies or materials, whether in writing, orally or otherwise.
E. LICENSE DISCLAIMER. Except for the right to use the Motorola Software and
Equipment for the purposes provided herein which arises by operation of law and
except as expressly provided herein, nothing contained in this Agreement shall
be deemed to grant to Customer either directly or by implication, estoppel, or
otherwise, any license or right under any patents, copyrights, trademarks or
trade secrets of Motorola or any third party.
8. SOFTWARE LICENSE AND SOFTWARE WARRANTY. If applicable, a copy of Motorola's
Software License and Software Warranty has been provided to Customer with the
Agreement. The Software Warranty shall apply only to individual items of
Software. The Software License shall apply to individual items of Software and
Software contained in Data Communications Products and Trunking Products
identified in the Sales Agreement and shall also apply to any other software
contained in other Equipment specifically referred to in the Sales Agreement as
subject to this License.
9. EXCUSABLE DELAY. In addition to other limitations on liability set forth in
this Agreement Motorola shall not be liable for any delay or failure to perform
due to any cause beyond its control. Causes include, but are not limited to,
strikes, acts of God, acts of the Customer, interruptions of transportation or
inability to obtain necessary labor, materials or facilities, default of any
supplier, or delay in FCC frequency authorization or license grant. In the event
Motorola is unable to wholly or partially perform because of any cause beyond
its control, Motorola may terminate the Agreement without any liability to
Customer.
10. CANCELLATION. Unless already accepted by Motorola, at Customer's
convenience, Customer may, by written notice to Motorola within fifteen (15)
days of the authorized Customer signature date, revoke the offer in which event
Customer shall pay Motorola twenty (20%) percent of the total price for all
Products listed in the Agreement as a restocking and administrative charge and
not as a penalty.
11. FCC AND OTHER GOVERNMENT MATTERS. Although Motorola may assist in
preparation of the FCC license application, Customer is solely responsible for
obtaining any licenses or other authorizations required by the Federal
Communications Commission ("FCC") or any other Federal, State or Local
governmental agency. Customer is solely responsible for complying with
applicable FCC rules and regulations and the applicable rules and regulations of
any other Federal, State or Local governmental agency. Neither Motorola nor any
of its employees is an agent of Customer in FCC or other governmental matters.
Motorola, however, may assist in preparation of the FCC license application at
no charge to Customer.
12. COMMUNICATIONS SERVICES. Customer agrees that communications services such
as Specialized Mobile Radio, community repeater or other communications services
are not provided under the Agreement. Customer must enter into separate
agreements with the service provider(s) to obtain such services. MOTOROLA
DISCLAIMS LIABILITY FOR RANGE, COVERAGE, AVAILABILITY OR OPERATION OF ANY
SYSTEM.
13. LIMITATIONS.
A. LIMITATION OF MOTOROLA LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS
PROVIDED FOR IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS", MOTOROLA'S TOTAL
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER FOR BREACH OF
CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER
WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. CUSTOMER'S SOLE REMEDY IS
TO REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE OR
REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT WHETHER FOR
BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT,
OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENT
DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF SUBSTITUTE
PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST OR ANY CLAIM AGAINST CUSTOMER
BY ANY OTHER PARTY.
B. INSURANCE. It is further understood that Motorola is not an insurer and that
Customer shall obtain all insurance, if any, that is desired and that Motorola
does not represent or warrant that Motorola products will avert or prevent
occurrences, or the consequences therefrom, which are monitored, detected or
controlled with use of the products.
C. NO REPRESENTATIONS. Motorola sales representatives are only authorized to
fill in the blanks on this sales order with the information requested. Any and
all representations, promises or statements by Motorola representatives that
differ in any way from the Terms and Conditions on the front and reverse of this
sales order and any applicable warranties and licenses incorporated herein shall
be given no force or effect. The issuance of information, advice, approvals,
instructions or cost projections by Motorola's sales personnel or other
representatives shall be deemed expressions of personal opinion only and shall
not affect Motorola's and Customer's rights and obligations hereunder, unless
the same is in writing and signed by an officer of Motorola with the explicit
statement that it constitutes an amendment to this Agreement.
D. WARRANTIES AND DISCLAIMED WARRANTIES. AS PART OF THIS AGREEMENT MOTOROLA HAS
PROVIDED CUSTOMER WITH ITS EQUIPMENT WARRANTY AND, IF APPLICABLE, ITS SOFTWARE
LICENSE AND SOFTWARE WARRANTY, WHICH WARRANTIES AND LICENSE, TO THE EXTENT
APPLICABLE, ARE INCORPORATED INTO AND MADE A PART OF THIS AGREEMENT. THESE
WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH
ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER HEREBY
ACKNOWLEDGES RECEIPT OF SUCH WARRANTIES AND LICENSE.
14. GENERAL.
(A) Customer acknowledges that it has read and understands the terms and
conditions of this Agreement and agrees to be bound by them, that it is the
complete and conclusive statement of the agreement between the parties and that
this Agreement sets forth the entire agreement and understanding between the
parties relating to the subject matter hereof and all understanding and
agreements, oral and written, heretofore made between Motorola and Customer, are
merged in this Agreement which alone fully and completely expresses their
agreement. (B) No modification of or additions to the Agreement shall be binding
upon Motorola unless such modification is in writing and signed by an officer of
Motorola. (C) If any term or provision of this Agreement shall to any extent be
held by a court or other tribunal to be invalid, void or unenforceable, then
that term or provision shall be inoperative and void insofar as it is in
conflict with law, but the remaining terms and provisions shall nevertheless
continue in full force and effect and the rights and obligations of the parties
shall be construed and enforced as if this Agreement did not contain the
particular term or provision held to be invalid, void or unenforceable. (D)
Section and paragraph headings used herein are for convenience only and are not
to be deemed or construed to be part of this Agreement. (E) The failure of
Motorola to insist, in any one or more instances, upon the performance of any of
the terms, covenants or conditions of this Agreement, or to exercise any right
herein, shall not be construed as a waiver or relinquishment of the future
performance of any such term, covenant or condition or the future exercise of
such right, but the obligation of the Customer with respect to such future
performance shall continue in full force and effect. (F) THIS AGREEMENT AND THE
RIGHTS AND DUTIES OF THE PARTIES SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF ILLINOIS.
ACCEPTED: MOTOROLA COMMUNICATIONS |-------------------------------------------
AND ELECTRONICS, INC. | ORDER TYPE:
SCHAUMBURG, IL OFFICE. |N FIRST TIME USER K ADDITIONAL EQUIP-
| OF RADIO FOR MENT FOR EXISTING
--------------------------------- | THIS COMPETITIVE OR
AUTHORIZED SIGNATURE | APPLICATION MIXED SYSTEM
|
--------------------------------- |A ADDITIONAL EQUIP- C REPLACEMENT EQUIP-
TITLE | MENT FOR EXISTING MENT FOR EXISTING
| ALL MOTOROLA COMPETITIVE OR
| SYSTEM MIXED SYSTEM
|
|R REPLACING EQUIP- O OTHER
| MENT FOR EXISTING
| MOTOROLA SYSTEM
|------------------------------------------